SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the transition period from _________ to __________
Commission file number 333-32737
Chase Manhattan Marine Owner Trust 1997-A (issuer)
Chase Manhattan Bank USA, National Association (depositor)
(Exact Name of Registrant as Specified in Its Charter)
USA 22-2382028
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
200 White Clay Center Drive, Newark, Delaware 17911
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5000
The Chase Manhattan Bank (Sponsor of the Trust)
(Exact name of registrant as specified in its charter)
New York 13-4994650
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
270 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 270-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange of Which Registered
NONE N/A
Securities registered pursuant to Section 12G of the Act:
NONE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrants. The aggregate market value
shall be computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing.
The registrant has no voting or non-voting common equity outstanding as of
the date of this report. The registrant is a trust that has issued
certificates of beneficial interest in the trust assets.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
None.
Introductory Note
Chase Manhattan Marine Owner Trust 1997-A (the "Trust") was formed
pursuant to a Trust Agreement (as amended, the "Agreement") among The Chase
Manhattan Bank and Chase Manhattan Bank USA, National Association (the "Bank"),
as sellers, and an unrelated trustee (the "Trustee"). The Trust files reports
pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in the manner described in "no-action" letters
submitted to the Office of the Chief Counsel on behalf of the originators of
comparable trusts. Accordingly, responses to certain Items have been omitted
from or modified in this Annual Report on Form 10-K.
Part I
Item 1. Business
Omitted.
Item 2. Properties
The Trust has acquired certain marine loan receivables from the Bank
pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement").
The aggregate amount of losses on all liquidated receivables with respect to the
assets of the Trust for the year ended December 31, 2000 was $1,570,320.50. As
of December 31, 2000, the aggregate principal balance of receivables in the
Trust was $81,862,653.28 and the aggregate principal balance of delinquent
receivables in the Trust were as follows:
Delinquency Principal Balance
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31-59 days $1,115,240.82
60-89 days $405,524.17
90-119 days $ 210,324.28
120+ days $0.00
Item 3. Legal Proceedings
The registrant knows of no material pending proceedings with respect to
the Trust, the Trustee or the Bank.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fiscal
year covered by this report.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
The registrant has no voting stock or class of common stock
outstanding as of the date of this report. The beneficial interest in the Trust
is represented by certificates of beneficial interest (the "Certificates"). The
Trust also has four outstanding classes of debt securities (the "Notes") as set
forth below. To the knowledge of the registrant, the Certificates and the Notes
are traded in the over-the-counter market to a limited extent.
As of December 31, 2000, the Certificates and the Notes were registered
in the name of the registrants, and all of the Notes were registered in the name
of CEDE and Co. The registrant understands that CEDE and Co. is the nominee for
the Depository Trust Company ("DTC"). The registrant further understands that
DTC has no knowledge of the actual beneficial owners of the Certificates and the
Notes held of record by CEDE & Co., and that DTC knows only the identity of the
participants to whose accounts such Certificates and Notes are credited, who may
or may not be the beneficial owners of the Certificates and the Notes. The
Commission has concurred with the registrant's position that the registrant may
consider holders of interests in the DTC System or DTC participants to be
"holders of record" and the following information is presented on that basis:
Class No. of Holders
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A4 4
A5 4
A6 1
B 1
C 1
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted
Item 12. Security Ownership of Certain Beneficial Owners and Management
The records of DTC indicate that as of December 31, 2000, there were
the following holders of record with more than 5% of each class of Certificates
and Notes:
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Chase Manhattan Marine Owner Trust Name & Address of Participant Original Certificate % of Class
Principal Balance
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Class A4 Bank of New York (The)
925 Patterson Plank Road $8,320,000 22.31%
Secaucus, NJ 07094
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Bankers Trust Company
648 Grassmere Park Drive $22,980,000 61.06%
Nashville, TN 37211
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SSB - Bank Portfolio
1776 Heritage Drive $6,000,000 16.09%
No. Quincy, MA 02171
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Class A5 Bankers Trust Company
648 Grassmere Park Drive $21,335,000 72.82%
Nashville, TN 37211
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Boston Safe Deposit and Trust
Company $5,000,000 17.06%
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room
153-3015
Pittsburgh, PA 15259
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State Street Bank and Trust
Company $1,700,000 5.80%
1776 Heritage Drive
No. Quincy, MA 02171
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Class A6 Bankers Trust Company
648 Grassmere Park Drive $23,700,000 100%
Nashville, TN 37211
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Class B Bank of New York (The)
925 Patterson Plank Rd. $10,650,000 100%
Secaucus, NJ 07094
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Class C Chase Manhattan Bank
4 NY Plaza, 13th Fl. $17,312,000 100%
New York, NY 10004
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Item 13. Certain Relationships and Related Transactions
None.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K
(a) Exhibits. The following documents are filed as part of this
Annual Report on Form 10-K.
Exhibit Number Description
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23.1 Independent Accountant's Consent.
99.1 Annual Servicer's Certificate pursuant to Section
4.9(a) of the Sale and Servicing Agreement.
99.2 Annual Management's Assertion.
99.3 Annual Independent Accountants Report
pursuant to Section 4.11 of the Sale and Servicing
Agreement.
99.4 Annual Issuer's Certificate of Compliance with
Indenture.
b) Reports on Form 8-K.
The following reports were filed on Form 8-K during the last quarter of 2000:
Date Items Reported Financial Statements
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10/25/2000 5, 7 Monthly report to certificateholders
dated 10/16/2000
11/29/2000 5, 7 Monthly report to certificateholders
dated 11/15/2000
12/29/2000 5, 7 Monthly report to certificateholders
dated 12/15/2000
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Chase Manhattan Marine Owner Trust 1997-A
by: The CIT Group/Financing, Inc.
as Servicer
By: /s/ Gilmar Rodrigues
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Name: Gilmar Rodrigues
Title: Vice President
Date: March 30, 2001
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
INDEX TO EXHIBITS
Exhibit Number: Description:
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23.1 Independent Accountant's Consent.
99.1 Annual Servicer's Certificate pursuant to Section 4.9
of the Sale and Servicing Agreement.
99.2 Annual Management's Assertion.
99.3 Annual Independent Accountants Report
pursuant to Section 4.10 of the Sale and Servicing
Agreement.
99.4 Annual Issuer's Certificate of Compliance with
Indenture.